Governance
Governance
The Governance Framework (‘The Framework’) sets out our Board and Committee structure, the roles and responsibilities of the Board and its Committees and their respective Terms of Reference. It is designed to promote effective leadership, robust oversight, and closely aligns with the requirements of the UK Corporate Governance Code and relevant legal requirements.
The Framework serves as a key reference for directors, senior management, and stakeholders, providing clarity on how key decisions are made at Haleon. The Board regularly reviews The Framework to ensure it remains fit for purpose and reflects current best practices in corporate governance.
Our Board is responsible for the long-term sustainable success of Haleon, the Group's system of corporate governance and is ultimately accountable for the Group's activities, strategy, risk management and financial performance.
The Board is accountable to shareholders for ensuring that Haleon is appropriately managed and achieves the strategic objectives it sets. The Board carries out its responsibilities through a programme of at least six scheduled meetings a year, which includes the approval of overall budgetary planning and business strategy.
The Board reviews Haleon’s internal controls and risk management policies, as well as reviewing its governance structure and code of conduct. It also appraises and approves major financing, investment and licensing decisions, and evaluates and monitors the performance of Haleon as a whole. Matters which are reserved for the decision of the Board can be found below.
In accordance with the Financial Reporting Council’s UK Corporate Governance Code, Haleon requires that at least half the Board, excluding the Chair, are independent Non-Executive Directors. Further information on Director independence can be read in the Annual Report & Accounts.
The roles and primary responsibilities of the Chair, Chief Executive and Senior Independent Director, as agreed by the Board, can be viewed in the role descriptions below.
The role of the Environmental & Social Sustainability Committee is to provide oversight and effective governance over progress with the environmental and social sustainability agenda of Haleon plc and the external governance and regulatory requirements relevant to these areas.
The role of the Nominations & Governance Committee is to lead the process for appointments to the Board and make recommendations as appropriate; to ensure plans are in place for orderly succession to both the Board and senior management positions, and oversee the development of a diverse pipeline for succession. The Committee also has a role to ensure that the Company is managed to high standards of corporate governance.
The role of the Committee is to set the broad structure for the Company remuneration policy and to determine the remuneration of the Chair of the Board, the Executive Directors, members of the senior management team (“Senior Management”) (being the Haleon Executive Team), the Company Secretary and such other senior executives as required. It is also charged with reviewing workforce remuneration and related policies and the alignment of incentives and rewards with the Company’s culture.
At Haleon, we have built a Board with a diverse mix of gender, social and ethnic backgrounds, knowledge, personal attributes, skills and experience. We strive to reflect Haleon’s aspirations in relation to its employees and its values and to position Haleon as a leader in these areas. This diversity provides a mix of perspectives which we believe contributes to effective Board dynamics.
The Haleon Board ambition on diversity is clear: we have established a strong gender balance with 54.5% of Board positions currently occupied by women. We will seek to maintain this to between 40-60%. We have a female board member in the position of CFO and we have women in the roles of Chair of two of four Board committees, (Remuneration and Environmental & Social Sustainability Committees), as well as the role of Workforce Engagement Director. The Board is also committed to representing strong ethnic diversity; currently, three members of the Board are ethnically diverse (all figures correct as at 31st December 2024).
The Board’s Diversity & Inclusion Policy was approved by the Board and sets out the approach to diversity on the Board.
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